SEC Form 4 · accession 0000899243-19-000892
INTERSECTIONS INC · INTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Jan 7, 2019 | P | 13,435,388 | $3.68 | A | 13,435,388 | I | See footnote |
Table II — derivative securities
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 31, 2018, as amended (the "Merger Agreement"), by and among, Parent, Merger Sub and Intersections Inc. (the "Company"), Merger Sub conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.01 per share ("Common Stock") of the Company (other than certain shares which certain stockholders agreed to rollover in the transaction), at a price of $3.68 per share, in cash, without interest and less any applicable withholding taxes. The Offer expired on January 4, 2019 at 5 p.m. New York City time, at which time approximately 13,435,388 shares of Common Stock were validly tendered and not validly withdrawn (excluding shares with respect to which notices of guaranteed delivery were delivered). On January 7, 2019, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer.
- F2Merger Sub is the direct beneficial owner of these shares of Common Stock of the Company. Because of the relationship of Parent to Merger Sub, Parent may be deemed to indirectly beneficially own the shares of Common Stock of the Company beneficially owned by Merger Sub. The Reporting Persons disclaim beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein, and the inclusion of such shares in this Form 4 shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Remarks
Form 4 is being filed jointly by iSubscribed Inc. and Hari Ravichandran (the "Reporting Persons"). iSubscribed Inc. is one of the three owners of a newly formed joint venture entity called WC SACD One, Inc. ("WC SACD"). WC SACD One Merger Sub, Inc. ("Merger Sub") and WC SACD One Parent, Inc. ("Parent") are newly formed, wholly owned subsidiaries of WC SACD, formed for the purpose of entering into the definitive merger agreement with the Company. Because of the relationship of WC SACD and iSubscribed Inc., each of the Reporting Persons may be deemed to beneficially own the shares of common stock ("Common Stock") of Intersections Inc. (the "Company") beneficially owned by Parent. Mr. Ravichandran is the Chief Executive Officer and a director of iSubscribed Inc. and beneficially owns, on a diluted basis, a majority of the common stock of iSubscribed Inc.